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中 國 民 生 銀 行 股 份 有 限 公 司 China Minsheng

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中 國 民 生 銀 行 股 份 有 限 公 司 China Minsheng Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 中國民生銀行股份有限公司 CHINA MINSHENG BANKING CORP., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01988) (USD Preference Shares Stock Code: 04609) Results Announcement For the Year Ended 31 December 2018 The Board of Directors (the “Board”) of China Minsheng Banking Corp., Ltd. (the “Company”) hereby announces the audited results of the Company and its subsidiaries for the year ended 31 December 2018. This announcement, containing the full text of the 2018 Annual Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) in relation to information to accompany preliminary announcements of annual results. Publication of Annual Results and Annual Report This results announcement will be published on the HKEXnews website of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.cmbc.com.cn). The 2018 Annual Report of the Company will be dispatched to holders of H shares of the Company and published on the websites of the Company and Hong Kong Stock Exchange in due course. Profit Distribution On 29 March 2019, the 14th meeting of the seventh session of the Board of the Company approved the profit distribution plan to declare to holders of A shares and H shares whose names appear on the registers as at the record dates as indicated in the notice of 2018 annual general meeting of the Company to be published by the Company in due course, a cash dividend of RMB3.45 (tax inclusive) for every 10 shares being held. The above profit distribution plan is subject to the approval of the 2018 annual general meeting of the Company. The cash dividend is expected to be paid to holders of H shares on 26 July 2019. Notice of 2018 annual general meeting of the Company will announce the date of the 2018 annual general meeting of the Company and details of its book closure, as well as the arrangement of book closure for profit distribution. By Order of the Board CHINA MINSHENG BANKING CORP., LTD. Hong Qi Chairman Beijing, PRC 29 March 2019 As at the date of this announcement, the executive directors of the Company are Mr. Hong Qi and Mr. Zheng Wanchun; the non- executive directors are Mr. Zhang Hongwei, Mr. Lu Zhiqiang, Mr. Liu Yonghao, Mr. Shi Yuzhu, Mr. Wu Di, Mr. Song Chunfeng and Mr. Weng Zhenjie; and the independent non-executive directors are Mr. Liu Jipeng, Mr. Li Hancheng, Mr. Xie Zhichun, Mr. Peng Xuefeng, Mr. Liu Ningyu and Mr. Tian Suning. Important Notice The Board, the Board of Supervisors, and the Directors, Supervisors and Senior Management of the Company warrant that there are no misstatements, misleading representations or material omissions in this report, and shall assume several and joint liability for the truthfulness, accuracy and completeness of its contents. This Annual Report was considered and approved on 29 March 2019 at the 14th meeting of the seventh session of the Board of the Company. Of the 15 Directors who were entitled to attend the meeting, seven Directors attended the meeting in person, and eight Directors, being the Vice Chairmen Zhang Hongwei, Lu Zhiqiang and Liu Yonghao as well as the Directors Shi Yuzhu, Wu Di, Liu Jipeng, Xie Zhichun and Tian Suning, attended the meeting by teleconference. Of the eight Supervisors who were entitled to attend the meeting as non-voting delegates, eight Supervisors attended the meeting as non-voting delegates. The profit distribution plan for 2018 was approved by the Board, pursuant to which a cash dividend of RMB3.45 (tax inclusive) will be distributed to all shareholders for every 10 shares being held on the record dates. The above profit distribution plan is subject to approval by the shareholders’ general meeting of the Company. For the purpose of this Annual Report, China Minsheng Banking Corp., Ltd. shall be referred to as the “Company”, the “Bank”, “China Minsheng Bank” or “Minsheng Bank”, whereas China Minsheng Banking Corp., Ltd. and its subsidiaries together shall be referred to as the “Group”. The financial data and indicators contained in this Annual Report are prepared according to the rules of the International Financial Reporting Standards (“IFRSs”). Unless otherwise specified, all amounts are the consolidated data of the Group and denominated in RMB. KPMG Huazhen LLP and KPMG Certified Public Accountants, auditors of the Company, have audited the financial reports of 2018 prepared in accordance with the Chinese Accounting Standards (“CAS”) and the IFRSs, respectively, and issued standard and unqualified auditors’ reports. Board of Directors China Minsheng Banking Corp., Ltd. Hong Qi (Chairman), Zheng Wanchun (President), Bai Dan (Senior Management responsible for finance and accounting) and Li Wen (person in charge of the accounting department) warrant the truthfulness, accuracy and completeness of the financial reports included in this Annual Report. 1 Contents Important Notice 1 Chapter 1 Bank Profile 19 Chapter 2 Summary of Accounting Data and Financial Indicators 21 Chapter 3 Discussion and Analysis on Business Operation 24 Chapter 4 Changes in Share Capital and Information on Shareholders 96 Chapter 5 Directors, Supervisors, Senior Management and Employees 122 Chapter 6 Corporate Governance 154 Chapter 7 Report of the Board of Directors 209 Chapter 8 Report of the Board of Supervisors 217 Chapter 9 Major Events 224 Chapter 10 Financial Reports 237 2 Material Risks Warning The Company has no foreseeable material risks. For potential risks, please refer to the section headed “XI. Prospects and Measures — (III) Potential risks” under “Chapter 3 Discussion and Analysis on Business Operation” of this report. 3 Definitions In this report, unless the context otherwise requires, the following terms shall have the meanings set out below. “ACFIC” All-China Federation of Industry and Commerce (中華全國工商業聯合會) “Articles of Association” the Articles of Association of China Minsheng Banking Corp., Ltd. “Bank” or “Company” or China Minsheng Banking Corp., Ltd. “China Minsheng Bank” or “Minsheng Bank” “Board” Board of Directors of the Company “Board of Supervisors” Board of Supervisors of the Company “CBIRC” China Banking and Insurance Regulatory Commission “CMBC International” CMBC International Holdings Limited “CPPCC” The National Committee of the Chinese People’s Political Consultative Conference (中國人民政 治協商會議全國委員會) “CSRC” China Securities Regulatory Commission “Director” Director of the Company “Former CBRC” Former China Banking Regulatory Commission “Former CIRC” Former China Insurance Regulatory Commission “Group” the Company and its subsidiaries “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on SEHK 4 “Minsheng Financial Leasing” Minsheng Financial Leasing Co., Ltd. “Minsheng Royal Asset Management” Minsheng Royal Asset Management Co., Ltd. “Minsheng Royal Fund” Minsheng Royal Fund Management Co., Ltd. “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules “PBOC” People’s Bank of China “Phoenix Project” (鳳凰計劃) a comprehensive customer-oriented project for transformation for growth model and reform of corporate governance of the Company in response to the liberalisation of interest rate and other changes in the external environment “Reporting Period” the period from 1 January 2018 to 31 December 2018 “SBU(s)” Strategic business unit(s) “SEHK” The Stock Exchange of Hong Kong Limited “Senior Management” senior management of the Company “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SSE” Shanghai Stock Exchange “Supervisor(s)” Supervisor(s) of the Company “SZSE” Shenzhen Stock Exchange 5 Message from the Chairman 2018 marked the beginning of implementation of the spirit of the 19th CPC National Congress. According to the Central Economic Work Conference, the macro control targets for 2018 have been generally achieved. Initial progress was made in the material risks prevention and mitigation, targeted poverty alleviation and pollution prevention and control. Sustainable and healthy economic growth and stable social order were maintained with the deepening supply-side structural reform, higher level of reform and opening-up, proper settlement of China-United States trade friction as well as improvements in people’s livelihood. These achievements took China a step closer to building a moderately prosperous society. Despite these hard-won achievements, China experienced numerous new economic challenges in 2018. Domestically, the economic growth rate of China slowed down from 6.8% in 2017 to 6.6% in 2018. Higher volatility took hold of the stock markets, bond markets, foreign exchange markets and other financial markets. Non-state-owned enterprises (NSOEs) faced greater operation pressure, financing difficulties and liquidity crisis. Internationally, the escalating China-United States trade friction imposed significant impacts on the production and operation of import and export trading enterprises and export-oriented enterprises. Dramatic changes in economic and market
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